Prerequisites: There are no prerequisites for the course. However, it is recommended that students either (a) have taken (or are taking concurrently) the Corporations course at HLS, (b) have taken any course about corporations or business associations at another law school in the US or abroad, or (c) have had prior experience through which they have been exposed to corporate law and governance issues. Students who have questions regarding whether the course would be suitable for them should feel free to contact the instructors.
Exam Type: No Exam
This course will consider a range of policy issues in the law governing corporations, securities, capital markets, and financial institutions. Issues to be considered include the allocation of power between managers and shareholders, takeover contests, hedge fund activism, executive compensation, cross-country differences in corporate and securities laws, corporate social responsibility, securities regulation, and financial regulation. A substantial number of sessions will feature outside speakers; such speakers will include prominent practitioners presenting on current policy and practice issues and prominent academics presenting on current research. To illustrate, recent speakers in this course have included prominent hedge fund activists, the former CEO of a major corporation, a sitting SEC Commissioner, a leading M&A litigator, and professors from Harvard, Columbia and Virginia.
Readings will mainly be law review articles and discussion papers. Many of the readings will use economic reasoning, and an interest in or tolerance for such reasoning will be helpful. The aim of the course will be to give students a good sense of the issues that have been discussed in the literature or in current debates, and the ways in which policy arguments about such issues can be developed.
The course will not meet on all Wednesdays and Thursdays during the semester; rather, it will meet for eighteen 2-hour sessions which will take place during the time slot of the course. There will be no examination. Instead, students will be asked to submit, before sessions, a brief memo on the assigned readings; grades will be based on these memos (primarily) and on participation in class discussion.